SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Intersect ENT, Inc. [ XENT ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 05/13/2022 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 05/13/2022 | U(1) | 20,890 | D | $28.25(1) | 3,239 | D | |||
| Common Stock | 05/13/2022 | U(2) | 3,239 | D | $28.25(2) | 0.00 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $23.02 | 05/13/2022 | U(3) | 5,172 | (3) | 06/03/2029 | Common Stock | 5,172 | $28.25(3) | 0.00 | D | ||||
| Stock Option (right to buy) | $16.53 | 05/13/2022 | U(3) | 12,500 | (3) | 09/04/2024 | Common Stock | 12,500 | $28.25(3) | 0.00 | D | ||||
| Stock Option (right to buy) | $16.5 | 05/13/2022 | U(3) | 5,734 | (3) | 06/02/2031 | Common Stock | 5,734 | $28.25(3) | 0.00 | D | ||||
| Stock Option (right to buy) | $13.79 | 05/13/2022 | U(3) | 12,500 | (3) | 06/01/2026 | Common Stock | 12,500 | $28.25(3) | 0.00 | D | ||||
| Stock Option (right to buy) | $11.84 | 05/13/2022 | U(3) | 9,666 | (3) | 06/03/2030 | Common Stock | 9,666 | $28.25(3) | 0.00 | D | ||||
| Stock Options (Right to buy) | $42.05 | 05/13/2022 | U(3) | 3,473 | (3) | 06/04/2028 | Common Stock | 3,473 | $28.25(3) | 0.00 | D | ||||
| Stock Options (Right to buy) | $27.45 | 05/13/2022 | U(3) | 12,500 | (3) | 06/03/2025 | Common Stock | 12,500 | $28.25(3) | 0.00 | D | ||||
| Stock Options (Right to buy) | $26.05 | 05/13/2022 | U(3) | 6,035 | (3) | 05/31/2027 | Common Stock | 6,035 | $28.25(3) | 0.00 | D | ||||
| Explanation of Responses: |
| 1. Reflects disposition of Issuer common stock in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger (the 'Merger Agreement'), dated August 6, 2021, by and among the Issuer, Medtronic, Inc. ('Parent') and Project Kraken Merger Sub, Inc., a wholly-owned subsidiary of Parent ('Merger Sub'), including the consummation of the merger (the 'Merger') between Issuer and Merger Sub on May 13, 2022. Pursuant to the Merger Agreement, as of the effective time of the Merger (the 'Effective Time'), [each outstanding share of Issuer common stock, $0.001 par value per share ('Issuer Common Stock'), was cancelled, retired and converted into the right to receive an amount equal to $28.25 in cash, without interest thereon (the 'Common Stock Merger Consideration'), subject to any required withholding of taxes]. |
| 2. Pursuant to the Merger Agreement, at the Effective Time, each restricted stock unit that was subject to vesting conditions based solely on continued employment with or service to the Company or any of its subsidiaries (each, an 'Issuer RSU') that was outstanding and unvested immediately prior to the Effective Time was cancelled and automatically converted into the right to receive an amount in cash equal to the product of (1) the aggregate number of Issuer Common Stock subject to such Issuer RSU and (2) the Common Stock Merger Consideration, subject to any required withholding of taxes. |
| 3. Pursuant to the Merger Agreement, at the Effective Time, each option granted by the Issuer to purchase Issuer Common Stock other than options subject to performance-based vesting conditions (each, an 'Issuer Option') that was outstanding and unexercised as of immediately prior to the Effective Time was cancelled and automatically converted into the right to receive an amount in cash equal to the product of (1) the aggregate number of Issuer Common Stock subject to such Issuer Option and (2) the excess, if any, of the Common Stock Merger Consideration over the exercise price of such Issuer Option, subject to any required withholding of taxes. |
| Remarks: |
| /s/ Patrick A. Broderick, Attorney-in-Fact for Dana G. Mead, Jr. | 05/16/2022 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||